Proxy Statement Summary

Here are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Summary of Shareholder Voting Matters

Voting Matters	Board Vote Recommendation	See Page
Item 1 — Election of Directors	FOR EACH NOMINEE	7
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm	FOR	43
Item 3 — 2019 Advisory Approval of Executive Compensation	FOR	46
Item 4 — Approval of the Pfizer Inc. 2019 Stock Plan	FOR	48
Shareholder Proposals
Item 5 — Right to Act by Written Consent	AGAINST	107
Item 6 — Report on Lobbying Activities	AGAINST	109
Item 7 — Independent Chair Policy	AGAINST	112
Item 8 — Integrating Drug Pricing into Executive Compensation Policies and Programs	AGAINST	115

Our Director Nominees

You are being asked to vote on the election of the following 11 Directors. All Directors are elected annually by the affirmative vote of a majority of votes cast. For detailed information about each Director’s background, skill sets and areas of expertise, please see “Director Nominees” later in this Proxy Statement.

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Review our Director nominees’ biographies, key skills and experience, committee memberships and more in our interactive Meet our Director Nominees format.

Chief Executive Officer Succession

In October 2018, we announced that the Board of Directors unanimously elected Dr. Albert Bourla, the company’s Chief Operating Officer, to succeed Mr. Ian Read as Chief Executive Officer (CEO), effective January 1, 2019. Mr. Read was elected to the role of Executive Chairman of the Board of Directors, effective January 1, 2019. Mr. Shantanu Narayen will continue in his role as Lead Independent Director. The Board believes this structure will help ensure continuity of strong and effective leadership.

The election of Dr. Bourla was the result of a multi-year succession planning process, led by the independent Directors. During this timeframe, the Board had the opportunity to observe and evaluate Dr. Bourla in many different settings, including as a Board member since February 2018. The Board was continually impressed with Dr. Bourla’s business performance, depth of experience, proven leadership and track record for success and, therefore, elected him to lead the company into the future as CEO.

Board Composition

Our goal is to maintain a diverse Board representing a wide range of experience and perspectives, which are important to enhancing the Board’s effectiveness in fulfilling its oversight role. Below we highlight the composition of our Director nominees.

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Corporate Governance Highlights

Pfizer is committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve.

Shareholder Rights and Accountability

Annual election of all Directors
Majority voting for Directors
Shareholder ability to call Special Meetings (10% ownership threshold)
Proxy access rights to holders owning at least 3% of outstanding shares for 3 years
Robust shareholder engagement program

Board and Committee Oversight

Corporate strategy
Risk assessment and risk management
Corporate political expenditures and lobbying activities
Cybersecurity; drug pricing, access and reimbursement; and sustainability

Independence

9 of our 11 Director nominees are independent
Our Executive Chairman and our CEO are the only non-independent Directors
All key Board Committee members are independent

Lead Independent Director

Presides at regular executive sessions of independent Directors
Leads annual independent Director evaluation of CEO
Leads annual independent Director evaluation of Executive Chairman

Board Practices

Annual Board and Committee evaluations
Director orientation and continuing Director education on key topics and issues
Mandatory Retirement Policy at age 73, absent special circumstances
Code of Business Conduct and Ethics for Members of the Board of Directors

Pay for Performance

Executive compensation program strongly links pay and performance
Compensation Committee reviews the goal-setting processes to ensure targets are rigorous, yet attainable, thereby incentivizing performance
Significant percentage of total target compensation is “at-risk” through short- and long-term incentive awards
Compensation Committee structures our compensation program to align targets and goals with our overall business strategy and objectives

Robust Stock Ownership Requirements

Executive Chairman, CEO, Named Executive Officers (NEOs) and Directors are subject to robust Pfizer common stock ownership requirements:
- Executive Chairman/CEO: 6x base salary
- Other NEOs: 4x base salary
- Non-employee Directors: 5x annual cash retainer

Our Corporate Governance and Executive Compensation practices are informed by our long-standing, comprehensive shareholder engagement program. In 2018, we engaged with more than 30 investors representing over 30% of our shares outstanding. The Chair of the Corporate Governance Committee participated in these discussions when requested.

2018 Shareholder Outreach

We believe that a robust shareholder outreach program is an essential component of maintaining our strong corporate governance practices. In our discussions with investors, we seek their input on a variety of corporate governance topics and other issues that may impact our business or reputation. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives. During 2018, we solicited feedback from investors representing approximately 50% of our outstanding shares and engaged with more than 30 global institutional investors representing over 30% of our outstanding shares. Such engagement included the participation of the Chair of our Corporate Governance Committee when requested. Overall, investors’ sentiment was positive with respect to our Board of Directors, our corporate governance practices, including the frequency of our shareholder outreach, and our executive compensation program. Shareholder feedback was summarized and shared with the Board of Directors.

Areas of particular focus during our engagements with investors included CEO succession planning, Board composition, with a focus on the recruitment process for new Director candidates, drug pricing, product safety, human capital management and the company’s sustainability priorities.

For more information about our 2018 shareholder engagement program and the actions we took in response to shareholder feedback, see “Governance — Board Information — Corporate Governance Committee Report” and “Governance — Shareholder Outreach” later in this Proxy Statement.

Executive Compensation Highlights

Pfizer’s pay-for-performance compensation philosophy is set by the Compensation Committee of the Board. Our goal is to align each executive’s compensation with Pfizer’s short-term and long-term performance and provide the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success.

To achieve these objectives:

We position total direct compensation and each compensation element at approximately the median of our Pharmaceutical Peer and General Industry Comparator companies.
We align annual short-term incentive awards with annual operating, financial and strategic objectives.
We align long-term incentive awards with the interests of our shareholders by delivering value based on operating results and absolute and relative shareholder return, encouraging stock ownership and promoting retention of key talent.
We ensure that a significant portion of the total compensation opportunity for our executives is “at-risk” through both our short- and long-term incentive awards, the payout of which is directly related to the achievement of pre-established performance metrics directly tied to our business goals and strategies and, for long-term incentive awards, Pfizer’s total shareholder return (TSR).

2018 KEY ELEMENTS OF EXECUTIVE COMPENSATION

Direct compensation for our executives in 2018 consisted of the following key elements:

Element	Type/Description	Objective
Salary (Cash)	The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities, and experience	Provides competitive level of fixed compensation that helps to attract and retain high-performing executive talent
Annual Short- Term Incentive/ Global Performance Plan (GPP) (Cash)	Our annual incentive plan pool is funded based on performance against Pfizer's short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business/operating unit and individual performance measured over the performance year	Provides incentives for achieving short-term results that create sustained future growth
Annual Long-Term Incentive Compensation (100% Performance- Based Equity)	5-Year Total Shareholder Return Units (TSRUs) 7-Year Total Shareholder Return Units (TSRUs) Performance Share Awards (PSAs)	TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- or seven-year period PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE Arca Pharmaceutical Index (DRG Index) over a three-year performance period
* Operating income, as the PSA performance measure, is based on Pfizer’s Non-GAAP Adjusted Operating Income (as calculated using the “Reconciliation of GAAP Reported to Non-GAAP Adjusted Information — Certain Line Items” table in our 2018 Financial Report), adjusted to reflect budgeted foreign exchange rates for the year and further refined to exclude other unbudgeted or non-recurring items. Effective in 2019, the Operating Income performance measure will be replaced with an Adjusted Net Income performance measure for PSAs granted after 2017. For additional information, see the “Compensation Discussion and Analysis” section later in this Proxy Statement.

Element: Salary (Cash)

Type/Description:
The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities, and experience.

Objective:
Provides competitive level of fixed compensation that helps to attract and retain high-performing executive talent

Element: Annual Short-Term Incentive/Global Performance Plan (GPP) (Cash)

Type/Description:
Our annual incentive plan pool is funded based on performance against Pfizer's short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business/operating unit and individual performance measured over the performance year

Objective:
Provides incentives for achieving short-term results that create sustained future growth

Element: Annual Long-Term Incentive Compensation (100% Performance-Based Equity)

Type/Description:

5-Year Total Shareholder Return Units (TSRUs)
7-Year Total Shareholder Return Units (TSRUs)
Performance Share Awards (PSAs)

Objective:
TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- or seven-year period

PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE Arca Pharmaceutical Index (DRG Index) over a three-year performance period

* Operating income, as the PSA performance measure, is based on Pfizer’s Non-GAAP Adjusted Operating Income (as calculated using the “Reconciliation of GAAP Reported to Non-GAAP Adjusted Information — Certain Line Items” table in our 2018 Financial Report), adjusted to reflect budgeted foreign exchange rates for the year and further refined to exclude other unbudgeted or non-recurring items. Effective in 2019, the Operating Income performance measure will be replaced with an Adjusted Net Income performance measure for PSAs granted after 2017. For additional information, see the “Compensation Discussion and Analysis” section later in this Proxy Statement.

2018 NAMED EXECUTIVE OFFICER (NEO) PAY MIX

The illustration below uses year-end salary and target annual short-term and long-term incentive awards for the NEOs to show the percentage each pay element comprises of our NEOs’ target direct compensation for 2018.

KEY PLANNING CYCLE

The below graphic illustrates key elements of the annual compensation planning cycle*:

APPROVE

REVIEW

ENGAGE

JANUARY–MARCH

Complete Executive Leadership Team (ELT) year-end performance assessments for prior year
Review and approve prior year's incentive plan performance results and funding level
Review and approve annual ELT compensation (salary, bonus and long-term incentive awards)
Conduct annual risk assessment on our global compensation programs and policies
Review and approve proxy materials
Review ELT goals for current performance period
Approve various incentive plan metrics and targets for current performance period

APRIL–JUNE

Consider shareholder feedback from outreach discussions and the results of the say-on-pay vote
Review year-to-date performance relating to the annual incentive plan and the performance share plan
Conduct an annual proxy analysis of NEO pay of comparator companies
Review proxy advisory firms’ analyses of current proxy statement

JULY–SEPTEMBER

Review year-to-date performance relating to the annual incentive plan and the performance share plan
Conduct CEO mid-year performance assessment
Review and approve composition of the Pharmaceutical Peer and General Industry Comparator groups

OCTOBER–DECEMBER

Commence ELT year-end performance assessments
Conduct annual executive stock ownership review
Review year-to-date performance relating to the annual incentive plan and performance share plan
Review potential NEOs for the upcoming proxy statement
Engage in shareholder outreach discussions
Review and approve Committee Charter

JULY–SEPTEMBER

Review year-to-date performance relating to the annual incentive plan and the performance share plan
Conduct CEO mid-year performance assessment
Review and approve composition of the Pharmaceutical Peer and General Industry Comparator groups

* Includes actions with respect to our Executive Chairman, as applicable.

Our Compensation Practices

Pfizer continues to implement and maintain leading practices in its compensation program, including these practices:

WHAT WE DO
	Risk Mitigation
	Compensation Recovery (“Clawback”)
	Stock Ownership Requirements
	Minimum Stock Vesting Required
	Robust Investor Outreach
	Independent Compensation Consultation

WHAT WE DO NOT DO
	Hedging or Pledging
	Employment Agreements
	Change in Control Agreements
	Repricing
	“Gross-ups” for Excise Taxes or Perquisites

For additional information about Pfizer, please view our 2018 Financial Report (see “Appendix A”) and our 2018 Annual Review at www.pfizer.com/annual. Please note that neither our 2018 Financial Report, nor our 2018 Annual Review is a part of our proxy solicitation materials.

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